Project Management Colocation MSA

Project Management Colocation Master Services Agreement

Project Identification

Effective Date:

Recitals and Agreement

This Master Services Agreement governs the provision of colocation, project management, installation, maintenance and ancillary services to be provided by Service Provider to Client at the colocation facility identified above. The parties agree that specific Statements of Work executed under this MSA will describe project-specific scope, deliverables, pricing and timelines and will be governed by the terms set forth herein.

Definitions

Capitalized terms used in this Agreement shall have the meanings set forth in the applicable Statement of Work. In addition, "Acceptable Use Policy" means the Provider's policy governing equipment and network use at the Facility; "Change Order" means a written amendment executed by authorized representatives of the parties; "Deliverable" means tangible or intangible work product described in a Statement of Work.

Scope of Work

Deliverables and Acceptance

The following Deliverables will be provided in accordance with the applicable Statement of Work. Each Deliverable shall include acceptance criteria, test procedures and an acceptance period not to exceed thirty (30) calendar days unless otherwise agreed.

Timeline and Milestones

Project Start Date:    Project End Date:

Target Date:

Target Date:

Target Date:

Budget, Payments & Change Orders

All Change Orders shall be documented in writing, specify impact to price and schedule, and signed by authorized representatives of both parties prior to implementation. Provider shall not be obligated to perform work outside the scope until a Change Order is fully executed.

Service Levels, Availability and Incident Response

Provider shall use commercially reasonable efforts to provide Facility access and colocation services consistent with the uptime commitments in the applicable Statement of Work. Provider's standard incident response objectives and escalation procedures shall be documented and appended to each Statement of Work.

Colocation Facility and Operational Terms

Maintenance, Upgrades and Planned Outages

Provider will use commercially reasonable efforts to notify Client in writing at least seventy-two (72) hours in advance of planned maintenance that materially impacts services, except in the case of emergency maintenance.

Confidentiality

Each party shall treat as Confidential Information all non-public information disclosed by the other party that is marked or reasonably understood to be confidential. Confidential Information shall not include information that: (a) is or becomes public through no breach by the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information. Receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Indemnification, Limitation of Liability & Insurance

Each party shall indemnify, defend and hold harmless the other party from claims arising from its gross negligence or willful misconduct in performing this Agreement. Except for liability arising from wilful misconduct, gross negligence, or a party's breach of confidentiality or indemnity obligations, neither party's aggregate liability shall exceed the total amount paid or payable under the applicable Statement of Work during the twelve (12) month period preceding the claim. Provider shall maintain commercial general liability and professional liability insurance in amounts customary for similar providers; Client shall maintain property and other insurance for Client-owned equipment.

Term and Termination

This Agreement shall commence on the Effective Date and remain in effect until terminated in accordance with its terms. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice. Termination for convenience by either party requires sixty (60) days prior written notice unless otherwise agreed in a Statement of Work.

Force Majeure

Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, labor disputes, civil disturbance, government action, epidemics, or failures of suppliers. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.

Dispute Resolution and Governing Law

The parties agree to attempt good faith resolution of any dispute through senior management escalation for a period of thirty (30) days prior to initiating formal dispute resolution. This Agreement shall be governed by the laws specified below without regard to conflict-of-law rules. Venue for any litigation shall be as specified by the governing law provisions.

Notices

Miscellaneous Provisions

Entire Agreement: This MSA together with all executed Statements of Work and Change Orders constitute the entire agreement between the parties with respect to the subject matter and supersede prior agreements. Severability: If any provision is held invalid, the remainder shall remain in effect. Assignment: Neither party may assign without prior written consent except to an affiliate or in connection with a sale of substantially all assets.

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